Art. 432 Civil Code of the Russian Federation with commentaries. Art. 432 Civil Code: Basic provisions for the conclusion of a contract

The current Russian legislation provides for the main provisions that must be observed when concluding a bilateral or multilateral transaction, in particular such requirements are laid down Art. 432 of the Civil Code of the Russian Federation. A contract concluded without observing the basic requirements may be declared invalid.

Essential conditions

In fact, in order for the agreement to comply with all the requirements of the law, its participants must reach an agreement on absolutely all of its essential conditions. This is directly stated in Part 1 of Art. 432 of the Civil Code of the Russian Federation, which also defines the concept of essential conditions. So, the indispensable attributes of such a transaction will be the data on the subject of the contract, as well as those provisions that are considered significant regulatory documents or other legislative acts for transactions of a certain type. In addition, to the essential conditions, the legislator referred all that, at the request of any party to the contract, must be included in the document after a preliminary agreement. In other words, if one of the parties to the treaty believes that participants are obliged to come to an agreement on any issue, then this issue will be an essential condition of the contract.

What is an agreement?

The legislation of Russia provides that the agreement is the interaction of participants in a bilateral or multilateral transaction, which pursues the sole purpose of obtaining the same legal result. It is common knowledge that a contract is a transaction concluded between two or more parties. Since this is so, it is necessary that all participants in this legal relationship agree all the necessary essential conditions. In the absence of such an agreement, the contract will undoubtedly be unconnected. At the same time, it is necessary to reach agreement by all participants. For example, if more than two people participate in the transaction, then in the absence of agreement at least one of them the contract will not be valid.

Form of contract

Also the article under discussion determines that the contract must be concluded in the form required in certain cases. If this requirement is met, then, accordingly, the contract will be a prisoner. Conversely, in case of non-compliance with this requirement, the recognition of contractual legal relations may be invalid. That is, if the form established by law or the parties is not observed, the contract is not concluded. Therefore, if it is recognized as not concluded, then the consequences of invalid transactions occur .

For various contracts

As the art. 432 of the Civil Code of the Russian Federation, the essential conditions of the contract can be determined by law, so the question of what these conditions are in a treaty concluded between the parties should be considered from the position that depending on the type of contract it has its own specifics. So, if the parties intend to conclude a gift agreement, then this type of transaction will have its own essential conditions that have become traditional with the passage of time. These conditions will no longer be significant for other contracts, for example, for a savings account opening agreement or trust management agreement. Accordingly, the essential conditions for supply contracts, instructions, non-cash settlements, storage, contract and others will also vary.

In case of occurrence of similar situations careful studying of the special norms regulating those or other civil legal relations is required. For example, when concluding a contract for cashless settlements, one should be guided by the relevant chapter of the Civil Code, as well as the Regulation on Non-cash Payments. Another example is the depositary agreement. About what significant conditions he has, you can get acquainted by studying the Regulations on depositary activities. Consequently, to each type of contract, legislation can establish its own material conditions that will not be such for other transactions involving at least two persons.

Nature of the contract

The civil law basis determines that essential conditions, and, in other words, necessary, it is necessary to recognize the conditions that definitely express the nature of the contract concluded between the parties. That is why not including at least one of these conditions in the agreement will have the force of an insurmountable obstacle, and the agreement reached between its participants can not give their legal relations the qualities necessary to turn these relations into obligations of a certain and required kind.

Terms of agreement

Part one of the considered norm of the Civil Code, as already mentioned above, indicates that in order to establish the presence or absence of essential conditions in any contract, one must first of all be guided by the requirements of legislation expressed in normative acts, laws, codes that regulate the designated variety Civil legal relations. However, in addition, it is required to determine the presence in the concluded document of an indication of the subject of the contract. It must be specific and understandable to the participants. Of course, besides this, we should consider the contract from the point of view of the parties identifying the whole range of issues that are required for inclusion in the document by any party, and, possibly, all. All these issues must be agreed upon in an indispensable order, this is the meaning of Art. 432 Civil Code of the Russian Federation with comments to it.

Example

For the sample it is possible to result in an agreement, which is to maintain a register of owners of registered securities. To determine the essential conditions of this contract, you should refer to the regulatory act that governs this area. In the case under consideration, such an act will be the relevant Regulation approved by the FCSM Resolution No. 27 of October 2, 1997. Based on this Regulation, the parties must agree on the following conditions:

• Guaranteeing the safety and confidentiality of information;
• Realization of keeping the register on all securities of the issuer;
• Transfer on the basis of a request on the issuer's hard copy of the list of persons entitled to obtain profits on securities;
• Execution of all types of actions within the time frames;
• Transfer on the basis of a request on the issuer's hard copy of the list of persons eligible for membership in the general meeting of shareholders;
• Provision of services, pre-established by the agreement on the management of the register, on the basis of the method of recording and the software used by the registrar;
• Ensuring the preservation of the registry, covering all documents on the basis of which the actions in the register were performed.

If there are no instructions

There are situations where significant provisions of a treaty have not been established by legislative acts. In such cases, the parties intending to come to an agreement will have to be guided by the established features for such a treaty.

Traditionally, it is required to achieve agreement among the parties on such terms as the subject of the contract, its price and the term of execution. However, these key points may not apply to all bilateral and multilateral transactions. There are many different treaties, so the inclusion of a particular condition may not be required everywhere. So, for example, the price conditions need not be coordinated in gratuitous contracts (gratuitous use of property, a grant, etc.). On the other hand, any condition of a contract can be given the status of an essential one at the insistence of any party.

Stage of contract conclusion

The article in question determines the stages at which a contract is to be concluded. Legislation allocates at least two such stages. The first is the proposal sent to the counterparty about the deal. The second is the agreement of this counterparty to conclude a contract and, accordingly, the acceptance of this offer. As can be seen from this scheme of legal relations, at least one of the parties should take the initiative to apply with the corresponding proposal to the other side. If such an initiative does not occur, then there will be nothing to accept and the opponent. An invitation to conclude a transaction, which the initiator sent to his opponent, is called an offer by law, and acceptance of it by an acceptance.

Ways of sending

Part 2, paragraph 1 of Art. 432 of the Civil Code establishes the first way that a person can use to send an offer. It consists in the proposal to perform a certain action, and in return from the counterparty to receive the obligation. Thus, transactions are carried out for the sale of goods, as well as for the provision of services. If the acceptor accepts the offer, then an obligation is imposed on him, according to which it is necessary to make payment for the received one.

The second way is determined by the same part, but point 2 of Art. 432 of the Civil Code of the Russian Federation. Following the instructions of this paragraph, a person who wishes to send a proposal for the conclusion of a contract must offer his counterparty an obligation. In exchange for this obligation, he has the right to demand from the other party the commission of some actions or, on the contrary, to restrain from committing them. After the necessary action by one party, the second party is obliged to fulfill the obligation.

The last point of 3 tbsp. 432 of the Civil Code of the Russian Federation establishes the manner in which the offer of an obligation occurs in exchange for another obligation. Such a contract will consist of unfulfilled obligations of all parties, and it will be applied in cases where the offer is accepted by the party that also gives some kind of obligation.

Conclusion

Thus, in order to fulfill the contract in an unbroken order, it is necessary to comply with all its essential conditions. However, these conditions may be different, it all depends on the type of agreement being entered, from the sphere in which it is used. The offer and acceptance are integral elements for concluding any transaction involving at least two persons. These two elements create certain obligations for the parties that commit them. Observing all legislative requirements, as well as coordinating all the details and moments, the parties thereby ensure the force and validity of the contract.